Minutes | Board Finance Committee (BFC) Meeting 22 April 2020

BFC Attendees: Harald Alverstrand, Becky Burr, Ron da Silva (Chair), Lito Ibarra, Danko Jevtović, Ihab Osman, and Tripti Sinha

Other Board Member Attendees: Avri Doria and León Sánchez

ICANN Org Attendees: Ted Bartles (Meeting Production Operations Sr. Manager), Susanna Bennett (SVP, Chief Operations Officer), Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP & Chief Financial Officer), Franco Carrasco (Board Operations Specialist), James Caulfield (VP, Risk Management), Ankur Chugh (Sr. Financial Analyst III), Kirsten Crownhart (Financial Planning & Analysis Manager), Samantha Eisner (Deputy General Counsel), John Jeffery (General Counsel and Secretary), Vinciane Koenigsfeld (Senior Director, Board Operations), Alex Morshed (Finance Manager), Becky Nash (VP, Finance), David Olive (SVP, Policy Development Support), Wendy Profit (Board Operations Senior Manager), Shani Quidwai (Director, Financial Planning & Analysis), Jennifer Scott (Senior Counsel), Amy Stathos (Deputy General Counsel), Nick Tomasso (VP, Global Meeting Operations & Managing Director – Middle East & Africa), Mary Wong (VP, Strategic Community Operations, Planning and Engagement), and Victoria Yang (Operations Senior Program Manager)

The following is a summary of discussions, actions taken and actions identified:

  1. Approval of BFC Meeting Minutes – The BFC approved the meeting minutes of the 2 April 2020 meeting.
  2. BFC Workplan – The BFC reviewed its Workplan, which is on target.
  3. Review of ICANN75 and ICANN76 Contracting Decisions – The BFC received a presentation from ICANN org regarding the proposed September 2022 ICANN75 and March 2023 ICANN76 meeting venue and hotel contracting costs. The Board, with a recommendation from the BFC, is responsible for authorizing any costs totaling $500,000.00 and over and the ICANN75 and ICANN76 meeting costs each qualify for such authorization. These meetings require contracting approval at this time because ICANN org is currently negotiating with the venues in the proposed locations – Kuala Lumpur and Cancún, respectively – for additional meetings to be held there in consideration of postponing the meetings originally scheduled there for ICANN67 and ICANN68. ICANN org explained that it performed its due diligence on the selected venues, including ensuring that the venues were selected in consideration of ICANN org's cost-savings measures for its meetings. Upon analyzing proposals for ICANN75 and ICANN76 meeting venues to identify those that met the Meeting Location Selection Criteria, ICANN org recommended to the BFC that it recommend to the Board that it authorize the ICANN75 and ICANN76 meeting venue and hotel contracting and disbursement costs. The BFC discussed ICANN org's recommendation, including comparing the ICANN75 and ICANN76 meeting costs with the cost of other ICANN meetings. Following discussion, the BFC recommended that the Board authorize ICANN org to enter into, and make disbursements in furtherance of, contracts for the ICANN75 and ICANN76 meetings.

    • Action: ICANN org to prepare materials for Board consideration.
  4. Review of proposed FY21 Operating Plan and Budget and FY21-25 Operating and Financial Plan – The BFC received an update from ICANN org on the proposed Fiscal Year (FY) 2021 Operating Plan and Budget assumptions and the proposed FY21-25 Operating and Financial Plan, including how these proposals have been recently adjusted by ICANN org to reflect the expected impact of the COVID-19 pandemic on ICANN org's planned activities and financial position. ICANN org developed and presented to the BFC a new set of planning documents for proposed Board adoption to reflect these expectations and explained how they differed from the documents that were previously posted for public comment. ICANN org explained to the BFC that the updated proposals will be published and subject to community input through two webinars scheduled for 28 April 2020, before Board consideration and adoption. The BFC reviewed and considered all materials and requested that ICANN org provide a comparison of the FY20 actual financials against the FY20 budget, as well as an update on the type of community feedback received and the feedback's materiality on the updated proposed planning documents, following the 28 April 2020 webinars. The BFC also suggested a revision to the proposed Board resolutions, drafted in anticipation of possibly adopting the updated proposed planning documents, to reflect acknowledgment of ICANN org's efforts to make out-of-process updates to the proposed planning documents while remaining on track to meet the Bylaws-mandated budget and plan approval timelines. The BFC recommended to the ICANN Board that it approve the FY21 Operating Plan and Budget and the FY21-25 Operating and Financial Plan, but only if no substantive changes are needed to the updated plans following upcoming community input.

    • Actions: ICANN org to provide the BFC with a comparison of the FY20 actual financials against the FY20 budget and an update on the community input to the updated proposed planning documents, as well as update and prepare materials for Board consideration.
  5. Discussion of aligning BFC work with ICANN strategic priorities – The BFC discussed a request from the Board Governance Committee (BGC) for the BFC to discuss the process for ensuring that Board committees are responsible for aligning the committee work with the ICANN strategic priorities. The BGC also requested committees to review the strategic plan to identify the areas for which the committee has particular responsibility and to identify Board Committees, Board Working Groups or Board Caucuses that may have oversight of the progress of any targeted outcomes or strategic risks for the goals which the BFC has been designated. The BFC agreed to discuss this topic at the BFC's May 2020 meeting.
  6. Review of proposed reserve fund transfer temporary authorization – The BFC received a presentation from ICANN org regarding potential authority to ICANN org to transfer funds from the Reserve Fund to the Operating Fund, if and when needed, to maintain the target level of the Operating Fund equivalent to a minimum of three months of operating expenses, due to the possible impact of the COVID-19 pandemic on funding sources. ICANN org explained that the BFC and Board would be immediately notified of any transfer that might be made. The BFC discussed the proposal and agreed it would like additional time to review the materials on this topic and requested historical information on the Operating Fund over time to help assess the recommendation. The BFC agreed to continue discussion of this topic at the BFC's May 2020 meeting.

    • Action: ICANN org to provide the BFC with the requested historical information regarding the Operating Fund.

Published on 20 August 2020